California breach of contract attorney

Four elements: (1) a contract existed (offer, acceptance, consideration, mutual assent), (2) the plaintiff performed or was excused from performing, (3) the defendant breached, and (4) the plaintiff suffered damages caused by the breach. The contract can be written, oral, or implied by conduct. Written contracts carry a four-year statute of limitations (CCP § 337); oral contracts carry a two-year SOL (CCP § 339). I confirm all four elements in the intake before drafting.

Expectation damages are the default measure: you are put in the position you would have been in had the contract been performed. That includes (a) general damages (the benefit of the bargain), (b) consequential damages reasonably foreseeable to the breaching party (Hadley v. Baxendale framing), (c) incidental damages (costs of finding a substitute performance), less any costs avoided by the breach. Specific performance is available for unique goods or real estate (Civ. Code §§ 3384-3387). Punitive damages are not generally available for contract breach absent an independent tort.

Check the agreement. Most form contracts include a prevailing-party attorney-fees clause. Civ. Code § 1717 makes those clauses reciprocal even if the contract drafted it as one-way. That means if the contract gives only one party the right to fees, § 1717 extends the right to the prevailing party regardless of which side they were. I read every contract for the fee clause first because it changes the leverage of the demand letter. A § 1717 case has higher settlement value because the losing party pays both sides' attorney fees.

Four years for written contracts (Code Civ. Proc. § 337). Two years for oral contracts (Code Civ. Proc. § 339). The clock runs from breach, not from the contract date. The discovery rule and tolling may extend the deadline in fact patterns where the breach was not reasonably discoverable, but the default is strict. I include an SOL analysis in every intake because cases that look strong on the facts can be procedurally dead. If you are within 60 days of expiration, the $1,200 letter-plus-draft-lawsuit package is the right tier because you need filing-ready papers.

Cal. Bus. & Prof. Code § 17200 prohibits any unlawful, unfair, or fraudulent business act. A contract breach by itself is not usually a UCL violation, but a breach that is part of a deceptive-practices pattern (false advertising, misrepresentation, repeated violations of statutes) often is. The UCL provides restitution and injunctive relief, which is meaningful in business-to-business disputes and consumer-facing breaches. I add the UCL count when the facts support it because it changes the settlement math: defendants do not want a finding that creates collateral exposure on other transactions.

Every California contract carries an implied covenant of good faith and fair dealing (Foley v. Interactive Data Corp. (1988) 47 Cal.3d 654). A breach of the covenant is usually a contract claim, not a tort, except in the insurance bad-faith context. The implied-covenant count is useful when the defendant's conduct frustrates the contract's purpose without literally violating its terms, such as making performance technically possible but commercially impossible. I add the count when the facts support it and the defendant's pattern is uglier than the literal breach.

Sometimes. Civ. Code § 3384 makes specific performance the default remedy for breach of a contract for the sale of real property because real property is presumed unique. For other contracts, specific performance is available only when damages are inadequate (typically for unique goods, intellectual property licenses, or services where substitutes do not exist). I evaluate whether to ask for specific performance, money damages, or both in the demand letter based on the underlying subject matter.

Oral contracts are enforceable in California except where the Statute of Frauds (Civ. Code § 1624) requires writing. Common Statute-of-Frauds categories: contracts that cannot be performed within one year, real-estate sales, agreements to answer for the debt of another, and goods sales over $500 under the UCC. Oral contracts have a two-year SOL (CCP § 339). I build the case from text messages, emails, and conduct evidencing the agreement. Oral breach-of-contract cases settle, but the case-value tends to be lower because of the proof challenge.

The automatic stay (11 U.S.C. § 362) halts most pre-petition contract claims. You may need to file a proof of claim in the bankruptcy and possibly seek relief from stay if the matter requires it. If you anticipate the counterparty may file, the timing of your demand letter and complaint matters significantly. I run that analysis at intake when the facts suggest bankruptcy is plausible.

Three reasons. First, the demand letter often resolves the matter without filing, saving the filing fee, the time, and the relationship. Second, the letter is a record of pre-suit good-faith effort, which California courts care about and which can affect fee awards under § 1717 and other doctrines. Third, the letter triggers a real legal-budget conversation on the defendant's side; many breach claims that look intractable settle when the defendant's counsel does the case-value math against the cost of defense plus § 1717 fee exposure.